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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to purchase | $ 3.4 | 02/13/2012 | A(1) | 33,088 | (3) | 02/11/2018 | Common Stock | 33,088 | (1) | 33,088 | D | ||||
Options to purchase | $ 9.6 | 02/13/2012 | A(1) | 212,134 | (4) | 02/13/2022 | Common Stock | 212,134 | (1) | 212,134 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Grossman Adam S C/O ADMA BIOLOGICS, INC. 65 COMMERCE WAY HACKENSACK, NJ 07601 |
X | X | President & CEO |
/s/ Adam S. Grossman | 02/15/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On February 13, 2012, the issuer's wholly-owned subsidiary merged with ADMA Biologics, Inc., a privately-held Delaware corporation ("Former ADMA"). The issuer changed its name to ADMA Biologics, Inc. In connection with the merger and pursuant to the terms of the merger agreement, holders of Former ADMA's common stock received the same number of shares of the issuer's common stock and holders of options to purchase Former ADMA's common stock received options to purchase the same number of shares of the issuer's common stock at the same exercise price. The reporting person, a former security holder of Former ADMA, acquired the issuer's securities in exchange for securities of Former ADMA. The issuer's shares of common stock are not currently listed on an exchange or quoted on the OTC Bulletin Board. |
(2) | These shares are held of record by Hariden, LLC, of which the reporting person is the managing member. |
(3) | These options were issued in exchange for Former ADMA's options granted on February 11, 2008 and vesting over four years. |
(4) | These options were issued in exchange for options granted to the reporting person in connection with the reporting person's employment agreement. The options vested 25% on February 13, 2012, with the remaining 75% vesting in equal monthly installments over the following 48 months of continued employment. |